Corporate Governance In The Netherlands

1. TYPES OF CORPORATIONS

Dutch law recognizes two different types of corporations: the N.V. (Naamloze Vennootschap) and the B.V. (Besloten Vennootschap). Both the N.V. and B.V. are separate legal entities, distinct from their shareholders, with a capital stock divided into shares. The N.V. and the B.V. can be used for the same business purposes, and their audit and disclosure requirements are almost identical. Due to limitations on the transferability of its shares, the B.V. is a privately held corporation, while the free transferability of N.V. shares makes the latter a public corporation.

A further distinction is made between "regular" and "large" corporations (structuurregime). Under Dutch law, an N.V. or a B.V. qualifies as "large", if it meets three cumulative tests, being: